"I'm surprised it's getting a first class room!" She said, flying in and landing on the bed.

Shell gritted his teeth. "It?" He muttered under his breath. He calmed himself, and smiled. "Rainbow Dash, was it? Fastest pony in Ponyville, and winner of the best young flyer competition?" He knew about her even without the books. Everyling knew about the famous Sonic Rainboom.

"Yep! The one and only!"

Shell smiled. If he was gonna put up with this pony, he might as well have some fun ruffling her feathers. "Funny, You don't look so fast to me." Rainbow's grin vanished.

"Take that back! I could fly circles around you!"

"Oh, i'm sorry. Did I strike a nerve, Rainbow Crash?"

Rainbow growled, and shoved Shell against the wall with her front hooves. He cringed as his wing throbbed, and kicked Rainbow Dash into the bed frame. Twilight stomped between them. "Enough! We won't get anywhere by fighting!" Rainbow simply glared before flying off. "Want some advice? Don't make fun of her. She has a bit of an 'I never lose' mentality." Shell nodded. Twilight placed her things in her saddle bag, and stared at Shell for a while. The silence was broken by a knock on the door. The door opened and a posh white coated mare strode in.

"Ahh, there you are darling. We really must be going. Don't want to be late now, do we?"

"Rarity, I really don't think I need a spa treatment. Especially while i'm working with somepony."

Rarity turned towards Shell and looked him over. He saw many expressions flash through her eyes. First fear, then repulsion, curiosity, then finally a spark of inspiration twinkled in her eyes. "I have just the idea, Twilight! Even a changeling must look his best, right? So why not have it along to join us?" Twilight raised an eyebrow, and turned to Shell.

"Well? Do you want to go to the spa?"

Shell sighed and shrugged. "I guess it couldn't be worse than staying here all afternoon."

Rarity smiled. "There we go darling! You'll be a whole new you in no time!"

====================

Shell grumbled as he walked behind Rarity and Twilight through Ponyville. A royal guard walked on either side of him, and every time he spoke up one would shush him. The limping guard walked next to him, and he wondered if he'd been personally assigned to watch him. The gold chains around his hooves clinked as he walked, binding his front and hind legs together. A gold inhibitor ring sat over his horn, draining his magic and dulling his acute hearing and sight. Many ponies looked with confusion as they trotted towards the spa, and a few even laughed. One of these being Rainbow Dash. They reached the spa and slowly and carefully the guards removed the chains. When he was free, Shell glanced around, seeing an open alley across the street with a manhole. If he was fast enough, he might be able to make it before the guards had a chance to give chase.

"Darling, aren't you coming?" Rarity questioned. He turned back and looked to Twilight. Their eyes met and Shell kicked the ground.

"Yeah, i'm coming."

Shell followed the high class mares in, and the pony at the counter shrieked and jumped under the wooden desk. Twilight bit her lip, and Rarity tapped her hoof along the counter. "Excuse me, we have an appointment now. And we need an emergency full make over for our... friend here!" The mare looked up slowly from her desk and looked over the green eyed changeling. She collected herself as best as she could, and walked out from behind the counter.

"O-of course, Miss Rarity. Right this way."

Shell followed the three mares down the hall, a smell of incense thick in the air. He inhaled, and sighed. The smell of Juniper and dragon's blood reminded him of his weeks spent disguised as an herbalist in Hollow Shades. Back when changelings where an old mare's tale to keep fillies in line. As Twilight turned into a steam filled room, Shell went to follow, but was stopped by a blue furred unicorn.

"Stop! This is the mare's room! You'll need to go to the stallion section. You... are a stallion, right?"

She was a light blue unicorn with a white mane and dark blue highlights. Her cutie mark was that of an hourglass. Shell cocked his head. They divided their genders? But how did this help them? There was no unity to learn from. He shrugged, nodded, and followed the unusually chipper mare down the hall. "Ponies are definitely strange creatures..." He thought. The unicorn trotted happily, and turned to Shell.

"So we'll start with a good mane wash, and then i'm thinking a bit of wax to polish your shell! Wow, this is so neat! I'v never worked with a changeling before!" Shell raised an eyebrow. He wasn't that dirty, was it? He gave a quick sniff to his shelled front leg, and realized his own scent was very pungent compared to the incense in the room. He observed the blue pony. Her mood was... different, to say the least. There was no fear, only pep and enthusiasm. It was actually a refreshing change from the other ponies he'd met so far. They reached a room with a large sink littered with bottles of shampoo and other odd medicines.

"My name is Colgate. Please sit in the chair, sweetie!" She chimed. Shell's eye twitched at the nick name. He blew it off and sat in the chair, leaning back and allowing his finned mane to droop into the sink. Colgate smiled and noticed the inhibitor ring over his horn. "Oh, dear, I can't work with that thing on your horn! May I remove it?" She asked sympathetically.

"Really? Just like that you'll take it off?"

"Of course, sweetie! You really need to loosen up. Your tension's thick enough to cut with a knife." She pulled the ring off of his horn with a bit of magic of her own, and set it on the sink. Shell felt his magic return to him in a rush of energy. He suddenly felt more awake, and his senses sharpened. "Better?" Colgate asked with a smile. He nodded, and Colgate began opening shampoo bottles and filling the sink with warm water.

"I guess you could say i'm not used to this kind of thing."

Colgate giggled. "Clearly. Such an elegant chrome shell must be taken care of." She began to shampoo his fin-like mane, humming to herself. "So, dear, what brings you to Ponyville?" There was silence for a while, and Shell sighed.

"I crashed here after the whole wedding fiasco."

Colgate perked up. "You were at the wedding?"

"Err... Well... technically, I was."

Instead of hate as he had come to expect, Colgate seemed fascinated by Shell's story. "Wow, you're so lucky! Even with the whole invasion, I would have killed to see the wedding." Colgate rinsed his mane, and dried it with a towel. "Can you lie down?" Shell nodded and lied down as Colgate began to apply pressure to his back with her hooves. He tuned her out as Colgate massaged him and somehow got into the topic of dental hygiene. For once Shell felt relaxed as he forgot any of his troubles. The guards outside, the deep desire to escape, and his hunger, which had dulled because of Colgate's joy. "I know that look, sweetie! Somepony's relaxed!"

She had him stand, and she picked up an electric power waxer. "We usually use this for royal guard armor, but i'm sure they wont mind." She began waxing his shell, and he once again tuned out her description of which toothpaste was the best. As she went over his legs, they shined when dirt and grime he never really paid any mind to were wiped away. Once she finished he looked over his clean mane and glimmering shell. It wasn't a bad look for him. He smiled awkwardly towards Colgate. "Dear sweet Celestia!" He stopped, thinking he must have scared her. Did the fact that he was a changeling finally hit her? "You haven't brushed your teeth in a while, have you?" She said in a scolding tone. He perked up and his ears lowered.

"Um, I guess you could say I've neglected it..."

Colgate rubbed her chin with her hoof. "This won't do... I know just the thing!" She pulled a card out of the bag next to the sink, and handed it to him. "I run the Dentist's office in Ponyville. Drop by sometime!" Shell took the card, and raised an eyebrow.

"Wait, you're a spa hand, and a dentist?"

"Oh, i'm just a volunteer here. I come in and help out on my off days. Why?"

"If your a dentist, than why is your cutie mark an hourglass?"

"It's a family tradition. Like the apple family with their apple cutie marks."

He nodded. "So, are we done?"

Colgate nodded. "Yep! That'll do it! You really are lucky to have Rarity paying for you! She's always so generous. I wonder why?" Shell stiffened. Did the town's ponies not know about the elements of harmony? He smiled and hopped off the seat.

"Thanks, err, Colgate." Colgate nodded and opened the door. He stepped out and went back to the main room. Twilight and Rarity's eyes widened when they saw him.

Shell dug at the ground. "Err... Thanks." They walked out, and Shell saw the guards approach with the shackles. He sighed and looked around, waiting for them to put them on. But he gasped when he saw three fillies spiraling down from the sky on a hang glider. He dashed past the guards, and they roared, "Hey, bug, get back here!"

They chased after Shell as he galloped towards the falling fillies. He jumped and instinctively flared his wings to catch them. His wing stabbed with pain, but he ignored it and slid on his chest to catch the fillies before they hit the ground. He groaned and lifted the glider to see the three fillies unharmed.

"Thanks miste- AAAAAGGGHHHH!!"

The fillies screamed at the sight of him and galloped away. He stood and frowned. "Hey..." He began, but was immediately tackled and chained by the guards. They fit a muzzle around his mouth and slipped the inhibitor ring back over his horn. He growled, thrashing and kicking. He calmed and glared at Twilight and Rarity as he passed them. "That's what happens when we try and help you ponies." A kick to his side pushed him on, and Rarity bit her lip.

"The dear didn't deserve that... Do you ever think the princess may be acting a bit to cautiously with Shell?" Rarity turned to Twilight, ears lowered. Twilight opened her mouth to speak, but frowned and only watched as Shell was carried off in the direction of Canterlot.

Iron Shell was your average changeling... right? He had a slight color deficiency, having a green shell and eyes, but he served the Queen and the swarm will all his heart, just as any changeling should. But after the invasion fails and the changeling hive is spread wide across Equestria, Shell lands closer to a pony filled town than he'd like. And as per the norm, luck isn't on his side. Soon a choice will have to be made. Does he stand loyal to his new friends, or his queen?